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Item 5. Market for Registrant’s Common Equity

2024-04-01 compared with 2023-04-06 · 50 added, 88 removed, 1 unchanged (99% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our units, Class A ordinary shares and warrants

are each traded on the NYSE under the symbols “FACT.U,” “FACT” and “FACT WS,” respectively.

commenced public trading on February 26, 2021.

Our Class A ordinary shares and warrants began separate trading on April 19, 2021.

2023, there was 1 holder of record of our units, 2 holders of record of our Class A ordinary shares, 6 holders of record of our Class

B ordinary shares and 2 holders of record of our warrants.

We have not paid any cash dividends on our ordinary

shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination.

The payment of cash

dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition

subsequent to completion of our initial business combination.

The payment of any cash dividends subsequent to our initial business combination

will be within the discretion of our board of directors at such time.

If we incur any indebtedness, our ability to declare dividends may

be limited by restrictive covenants we may agree to in connection therewith.

(d) Securities

Authorized for Issuance Under Equity Compensation Plans

(e) Performance

Not applicable.

Sales of Unregistered Securities;

Use of Proceeds from Registered Offerings

Unregistered Sales

On December 30, 2020, our sponsor paid $25,000,

or approximately $0.003 per share, to cover certain offering costs in exchange for 8,625,000 founder shares (retroactively adjusting for

the issuance of 1,437,500 founder shares resulting from a share dividend effected by the Company on February 25, 2021).

Our sponsor transferred

25,000 founder shares each to Noreen Doyle, William Janetschek and David Poritz and an aggregate of 47,500 founder shares to certain employees

and consultants.

On April 8, 2022, David Poritz resigned from our board of directors and returned his 25,000 founder shares to our sponsor.

On May 10, 2022, Nell Cady-Kruse was appointed to our board of directors, and our sponsor transferred 25,000 founder shares to her.

a result, our sponsor now owns 8,502,500 founder shares.

The founder shares will automatically convert

into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one

basis, subject to certain adjustments.

In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed

issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder

shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving

effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued,

or deemed issued or issuable upon conversion or exercise of any equity-linked securities issued or deemed issued, by the Company in connection

with the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable

for or convertible into Class A ordinary shares issued, deemed issued or to be issued, to any seller in the initial business combination

and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans;

provided that

such conversion of founder shares will never occur on a less than one-for-one basis.

The term “equity-linked securities” refers

to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing

transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt.

With certain limited exceptions, the founder shares

are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor,

each of whom are subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial business

combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of the ordinary shares equals or

exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations

and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination,

or (y) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange,

reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their Class A

ordinary shares for cash, securities or other property.

Our sponsor purchased 6,266,667 private placement

warrants at a price of $1.50 per warrant in a private placement that occurred concurrently with the closing of our initial public offering

and generated gross proceeds of $9,400,000.

Each private placement warrant is exercisable for one Class A ordinary share at a price of

$11.50 per share.

The proceeds from the sale of the private placement warrants were added to the net proceeds from the initial public

offering held in the trust account.

If we do not complete a business combination during the Extension Period, the private placement warrants

will expire worthless.

The private placement warrants are non-redeemable and exercisable on a cashless basis so long as they are held

by our sponsor or its permitted transferees.

The sale of the private placement warrants was made pursuant to the exemption from registration

contained in Section 4(a)(2) of the Securities Act.

MARKET FOR REGISTRANT’S COMMON EQUITY,

RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Company Solaria’s common

stock, par value $0.0001 per share, is traded on the Nasdaq under the symbol “CSLR.”

of March, 26, 2024, there were approximately 374 holders of record of our common stock.

Additionally, there were 198 holders of

record of our warrants.

Unregistered Sale of Equity Securities and

Use of Proceeds

On March 2, 2021, we consummated our initial public

offering of 34,500,000 units, at $10.00 per unit, generating gross proceeds of approximately $345.0 million.

In connection with our initial public offering,

we incurred offering costs of approximately $19.18 million, inclusive of approximately $12.08 million in deferred underwriting commissions.

Other incurred offering costs consisted principally of preparation fees related to our initial public offering.

After deducting the underwriting

discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the initial business combination,

if consummated) and our initial public offering expenses, $345.0 million of the net proceeds from our initial public offering and certain

of the proceeds from the private placement of the private placement warrants (or $10.00 per unit sold in our initial public offering)

was placed in the trust account.

The net proceeds of our initial public offering and certain proceeds from the sale of the private placement

warrants are held in the trust account and invested as described elsewhere in this Annual Report.

There has been no material change in the planned

use of the proceeds from our initial public offering and private placement as is described in the Company’s final prospectus (File

333-252940) dated February 26, 2021, which was declared effective by the SEC on February 25, 2021.

(g) Purchases

of Equity Securities by the Issuer and Affiliated Purchasers

The following list sets forth information regarding

all unregistered securities sold by Freedom Acquisition I Corp.

(“FACT”) since January 1, 2021:

On March 2, 2021, FACT consummated the sale of 6,266,667 private

placement warrants at a price of $1.50 per private placement warrant in a private placement to the Freedom Acquisition I, LLC, generating

gross proceeds of $9,400,000.

Each private warrant is exercisable for one share of common stock of the combined company.

In July 2023, upon the Closing of the Business Combination,

we issued an aggregate of 5,598,488 shares of common stock of the combined company to qualified institutional buyers and accredited investors.

In July 2023, upon the Closing of the Business Combination,

we issued an aggregate of 716,668 warrants to purchase shares of common stock of the combined company to qualified institutional buyers

and accredited investors.

In July 2023, upon the Closing of the Business Combination,

we issued an aggregate of 6,266,572 warrants to purchase shares of common stock of the combined company to qualified institutional buyers

and accredited investors.

In December 2023 we issued 1,838,235 shares of our common

stock to Rodgers Massey Freedom and Free Markets Charitable Trust for a purchase price of $1.36 per share.

In January 2024 and February 2024, we issued Simple Agreements

for Future Equity to the Rodgers Family Freedom and Free Markets Charitable Trust in the amounts of $1,500,000.00 and $3,500,000.00,

respectively (together the “SAFEs”).

The SAFEs will convert into shares of our Common Stock upon the occurrence of an equity

financing with the principal purpose of raising capital for Complete Solaria.

The SAFEs will convert pursuant to a 20% discount or a

$53,540,000.00 valuation cap, whichever results in a lower price per share to the holder.

None of the foregoing transactions involved any underwriters, underwriting

discounts or commissions, or any public offering.

We believe each of these transactions was exempt from registration under the Securities

Act in reliance on Section 4(a)(2) of the Securities Act (and Regulation D promulgated thereunder) as transactions by an issuer not involving

any public offering or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer under benefit plans

and contracts relating to compensation as provided under Rule 701.

The recipients of the securities in each of these transactions represented

their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution

thereof, and appropriate legends were placed on the share certificates issued in these transactions.

All recipients had adequate access,

through their relationships with us, to information about us.

The sales of these securities were made without any general solicitation

or advertising.

We have never declared or

paid any cash dividend on our common stock and have no plans to pay dividends.

For more information on our common stock and dividend

rights, see “Item 8.

Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements - Note 13.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity